A director while leaving India for medical treatment abroad informed the Board of directors that he would not be available for the next six months. During his absence, three Board meetings were held and notices were not

Section 173(3) of the Companies Act, 2013 requires that not less than seven days' notice in writing shall be given to every director at the registered address (whether in India or outside India) as available with the company and such notice shall be sent by hand delivery or by post or by electronic means. Further, notice of Board meeting shall be given even when meetings are held on pre-determined dates or at pre-determined intervals. In Re Portuguese Consolidated Copper Mines (1889) , it was held that notice to director is necessary even if he has informed that he will not be able to attend the Board meeting. If the notice of meeting is not given to one of its directors, meeting of Board of directors is invalid and resolution passed at such meeting are inoperative ( Parmeshwari Prasad Gupta v. Union of India [1974] 44 Comp Cas 1 [SC] ) Therefore, notice of Board Meeting was required to be given despite the fact that while going abroad, the director had already informed his non-availability during next six months. Consequences of not giving notice If the notice is not given there is violation of section 173. Every officer of company whose duty is to give notice under this section and who fails to do so shall be liable to penalty of ₹25,000/- Failure to send notice would render the resolutions passed at the meeting null and void.